EXHIBIT 10.23(b-1)

              Third Amendment to Technology Cross-License Agreement

     ADVANCED MICRO DEVICES, INC. ("AMD") and FUJITSU LIMITED ("Fujitsu") have
agreed upon this Amendment to the Technology Cross-License Agreement between the
parties dated March 26, 1993 ("Agreement") and other documents related thereto

     1. The First Amendment To Technology Cross-License Agreement dated
        September 1, 1996, the letter entitled "RE First Amendment to Technology
        Cross-License Agreement" dated May 22, 1997 and the Second Amendment to
        Technology Cross-License Agreement dated March 20, 1998 are hereby
        terminated in their entirety.

     2. *****

     3. *****

     4. *****

Confidential treatment has been requested for portions of this exhibit.  The
copy filed herewith omits the information subject to the confidentiality
request.  Omissions are designated as *****.  A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.


     5. The following ***** are designated as *****

        *****

     6. The parties agree, upon request by one of them, to review the ***** for
        the purpose of making changes thereto Notwithstanding, all changes to
        the ***** must be agreed to, in writing, by AMD and Fujitsu

Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request.
Omissions are designated as *****. A complete version of this exhibit has been
filed separately with the Securities and Exchange Commission.

IN WITNESS WHEREOF, the parties cause this Third Amendment to be executed by
their duly authorized representatives to be effective as of April 2, 2001.
                                                            -------



ADVANCED MICRO DEVICES INC.               FUJITSU LIMITED


        /s/ Walid Maghribi                         /s/ K. Shirai
- ------------------------------------      --------------------------------------

By       Walid Maghribi                   By       Kazunari Shirai
   ---------------------------------         -----------------------------------
Title    President, Memory Group          Title    Executive Vice President &
      ------------------------------            --------------------------------
                                                   Group President, Electronic
                                                --------------------------------
                                                   Devices Group
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